Toronto, Ontario--(Newsfile Corp. - April 1, 2026) - MGM Resources Corp. (the "Company" or "MGM") and QuantumCore Inc. ("QuantumCore") are pleased to announce that they have received the conditional approval of the Canadian Securities Exchange (the "CSE") for the listing of the Resulting Issuer Common Shares (as defined below) in connection with the previously announced reverse take-over of MGM (following the Proposed Transaction, the "Resulting Issuer") by QuantumCore pursuant to the terms and conditions of a business combination agreement dated January 9, 2026 (the "Proposed Transaction"). The Proposed Transaction is expected to proceed by way of amalgamation of QuantumCore with a subsidiary of MGM, in connection with which each common share of QuantumCore will be exchanged for one post-Consolidation common share of MGM (a "Resulting Issuer Common Share").

Immediately prior to the completion of the Proposed Transaction, MGM will (i) complete a share consolidation (the "Consolidation") in respect of its issued and outstanding common shares ("MGM Shares"), on a basis that results in the number of post-Consolidation MGM Shares when multiplied by $1 equals $1,000,000 plus available cash (excluding cash equivalents and marketable securities) less the aggregate liabilities of the Company at closing of the Proposed Transaction (excluding any liabilities incurred in connection with the Proposed Transaction); and (ii) change its name to "QuantumCore Ltd." by way of amalgamation between the Company and its wholly-owned subsidiary, QuantumCore Ltd.

Upon completion of the Proposed Transaction, the Resulting Issuer will appoint a new board of directors (as disclosed in the Listing Statement (as defined below)) and will carry on the business of QuantumCore.

A listing statement dated March 31, 2026 (the "Listing Statement") has been prepared in respect of the Proposed Transaction which has been filed on SEDAR+ at www.sedarplus.ca under MGM's profile. Investors are cautioned that, except as disclosed in future news releases and the Listing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the receipt of all applicable board and shareholder approvals for the Proposed Transaction and related matters; and (ii) the receipt of all applicable third party approvals including the final approval of the CSE for the listing of the Resulting Issuer Common Shares thereon. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.

About MGM Resources Corp.

The Company was incorporated under the Business Corporations Act (Alberta) on February 23, 2012. The Company is a reporting issuer under the laws of the provinces of British Columbia and Alberta but does not trade on a stock exchange. The principal business of the Company is to investigate and to evaluate business opportunities to either acquire or in which to participate.

About QuantumCore Inc.

QuantumCore is focused on becoming a dedicated hardware partner to the global quantum computing industry, designing and building advanced microchip sets engineered for cryogenic and superconducting environments. With quantum computing roadmaps accelerating and the world's leading quantum companies facing critical bottlenecks in signal fidelity, noise reduction, and ultra-low-temperature control, QuantumCore will provide the enabling "picks-and-shovels" hardware required to unlock the next stage of scalable quantum systems. Its specialized cryogenic signal-processing chips are designed to improve qubit performance, enhance readout accuracy, and reduce thermal interference, allowing quantum hardware manufacturers to move faster, reach higher qubit counts, and achieve more stable, commercially viable quantum computers. As a purpose-built engineering partner, QuantumCore will support the industry's transition from laboratory prototypes to real-world quantum machines.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to all applicable shareholder and stock exchange approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Listing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of QuantumCore and MGM should be considered highly speculative.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of QuantumCore and MGM with respect to the Proposed Transaction, future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether third party approvals including stock exchange and shareholder approvals, as required, will be obtained, whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of MGM's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although QuantumCore and MGM believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of QuantumCore and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although QuantumCore and MGM have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. QuantumCore and MGM do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290860

Source: MGM Resources Corp.